RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing the Company’s warrants. As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 12,500,000 redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company in its initial public offering and (ii) the 7,000,000 redeemable warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the IPO. The Company previously accounted for the Warrants as components of equity. The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. The Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. In addition, a portion of the initial transaction costs related to the IPO and attributable to the warrants must be immediately expensed, and the difference between the fair market value of the private placement warrants and the initial purchase consideration thereof is recorded as a compensation expense. As Previously Reported Adjustments As Restated Balance sheet as of August 12, 2019 (audited) Total Liabilities $ 9,194,592 $ 17,905,000 $ 27,099,592 Class A Ordinary Shares Subject to Possible Redemption 237,606,630 (17,905,000 ) 219,701,630 Class A Ordinary Shares 124 179 303 Additional Paid-in Capital 5,004,165 910,412 5,914,577 Accumulated Deficit (5,000 ) (910,591 ) (915,591 ) Balance sheet as of September 30, 2019 (unaudited) Total Liabilities $ 8,826,397 $ 18,365,000 $ 27,191,397 Class A Ordinary Shares Subject to Possible Redemption 238,159,760 (18,365,000 ) 219,794,760 Class A Ordinary Shares 125 183 308 Additional Paid-in Capital 4,451,128 1,370,408 5,821,536 (Accumulated Deficit) Retained Earnings 548,123 (1,370,591 ) (822,468 ) Balance sheet as of December 31, 2019 (audited) Total Liabilities $ 8,846,895 $ 13,260,000 $ 22,106,895 Class A Ordinary Shares Subject to Possible Redemption 239,229,796 (13,260,000 ) 225,969,796 Class A Ordinary Shares 126 132 258 Additional Paid-in Capital 3,381,091 (3,381,091 ) — (Accumulated Deficit) Retained Earnings 1,618,159 3,380,959 4,999,118 Balance sheet as of March 31, 2020 (unaudited) Total Liabilities $ 9,163,720 $ 13,065,000 $ 22,228,720 Class A Ordinary Shares Subject to Possible Redemption 240,856,900 (13,065,000 ) 227,791,900 Class A Ordinary Shares 129 129 258 Additional Paid-in Capital 1,753,984 (1,753,984 ) — (Accumulated Deficit) Retained Earnings 3,245,266 1,753,855 4,999,121 Balance sheet as of June 30, 2020 (unaudited) Total Liabilities $ 9,187,458 $ 16,050,000 $ 25,237,458 Class A Ordinary Shares Subject to Possible Redemption 240,695,088 (16,050,000 ) 224,645,088 Class A Ordinary Shares 132 158 290 Additional Paid-in Capital 1,915,793 (591,117 ) 1,324,676 (Accumulated Deficit) Retained Earnings 3,083,457 590,959 3,674,416 Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 9,247,425 $ 17,355,000 $ 26,602,425 Class A Ordinary Shares Subject to Possible Redemption 240,581,127 (17,355,000 ) 223,226,127 Class A Ordinary Shares 133 171 304 Additional Paid-in Capital 2,029,753 713,870 2,743,623 (Accumulated Deficit) Retained Earnings 2,969,497 (714,041 ) 2,255,456 Balance sheet as of December 31, 2020 (audited) Total Liabilities $ 11,902,970 $ 63,680,000 $ 75,582,970 Class A Ordinary Shares Subject to Possible Redemption 237,628,272 (63,679,999 ) 173,948,273 Class A Ordinary Shares 163 626 789 Additional Paid-in Capital 4,982,578 47,038,414 52,020,992 (Accumulated Deficit) Retained Earnings 16,638 (47,039,041 ) (47,022,403 ) Three months ended September 30, 2019 (unaudited) Net loss $ 553,123 $ (1,370,591 ) $ (817,468 ) Weighted average shares outstanding of redeemable ordinary shares — 21,970,163 21,970,163 Basic and diluted net loss per share, ordinary shares subject to redemption — $ 0.03 $ 0.03 Weighted average shares outstanding of ordinary shares 6,910,082 953,636 7,863,718 Basic and diluted net loss per share, ordinary shares $ (0.01 ) $ (0.18 ) $ (0.19 ) Nine months ended September 30, 2019 (unaudited) Net (loss) income $ 548,123 $ (1,370,591 ) $ (822,468 ) As Previously Reported Adjustments As Restated Weighted average shares outstanding of redeemable ordinary shares — 21,970,163 21,970,163 Basic and diluted net loss per share, ordinary shares subject to redemption — $ 0.03 $ 0.03 Weighted average shares outstanding of ordinary shares 6,792,210 783,344 7,575,554 Basic and diluted net loss per share, ordinary shares $ (0.02 ) $ (0.17 ) $ (0.19 ) Year ended December 31, 2019 (audited) Net income $ 1,618,159 $ 3,734,409 $ 5,352,568 Weighted average shares outstanding of redeemable ordinary shares 23,754,184 (1,817,232 ) 21,936,952 Basic and diluted earnings per share, ordinary shares subject to redemption $ 0.08 — $ 0.08 Weighted average shares outstanding of ordinary shares 7,111,079 1,256,028 8,367,106 Basic and diluted net loss per share, ordinary shares $ (0.03 ) $ 0.45 $ 0.42 Three months ended March 31, 2020 (unaudited) Net income $ 1,627,107 $ 195,000 $ 1,822,107 Weighted average shares outstanding of redeemable ordinary shares — 22,424,313 22,424,313 Basic and diluted earnings per share, ordinary shares subject to redemption — $ 0.09 $ 0.09 Weighted average shares outstanding of ordinary shares 7,509,819 1,315,868 8,825,687 Basic and diluted net loss per share, ordinary shares $ (0.05 ) $ 0.03 $ (0.02 ) Three months ended June 30, 2020 (unaudited) Net loss $ (161,809 ) $ (2,985,000 ) $ (3,146,809 ) Weighted average shares outstanding of redeemable ordinary shares — 22,419,605 22,419,605 Weighted average shares outstanding of ordinary shares 7,544,519 1,285,876 8,830,395 Basic and diluted net loss per share, ordinary shares $ (0.03 ) $ (0.33 ) $ (0.36 ) Six months ended June 30, 2020 (unaudited) Net (loss) income $ 1,465,298 $ (2,790,000 ) $ (1,324,702 ) Weighted average shares outstanding of redeemable ordinary shares — 22,421,959 22,421,959 Basic and diluted earnings per share, ordinary shares subject to redemption — $ 0.09 $ 0.09 Weighted average shares outstanding of ordinary shares 7,527,169 1,300,872 8,828,041 Basic and diluted net loss per share, ordinary shares $ (0.08 ) $ (0.30 ) $ (0.38 ) Three months ended September 30, 2020 (unaudited) Net loss $ (113,960 ) $ (1,305,000 ) $ (1,418,960 ) Weighted average shares outstanding of redeemable ordinary shares — 22,104,581 22,104,581 Weighted average shares outstanding of ordinary shares 7,566,134 1,579,285 9,145,419 Basic and diluted net loss per share, ordinary shares $ (0.02 ) $ (0.14 ) $ (0.16 ) Nine months ended September 30, 2020 (unaudited) Net (loss) income $ 1,351,338 $ (4,095,000 ) $ (2,743,662 ) Weighted average shares outstanding of redeemable ordinary shares — 22,315,394 22,315,394 Basic and diluted earnings per share, ordinary shares subject to redemption — $ 0.09 $ 0.09 Weighted average shares outstanding of ordinary shares 7,538,169 1,396,437 8,934,606 Basic and diluted net loss per share, ordinary shares $ (0.10 ) $ (0.44 ) $ (0.54 ) As Previously Reported Adjustments As Restated Year ended December 31, 2020 (audited) Net loss $ (1,601,521 ) $ (50,420,000 ) $ (52,021,521 ) Weighted average shares outstanding of redeemable ordinary shares 23,699,368 (1,473,041 ) 22,226,328 Basic and diluted earnings per share, ordinary shares subject to redemption $ 0.07 — $ 0.07 Weighted average shares outstanding of ordinary shares 7,550,632 1,473,041 9,023,672 Basic and diluted net loss per share, ordinary shares $ (0.42 ) $ (5.52 ) $ (5.94 ) Statement of cash flows for the period from June 7, 2019 (inception) through September 30, 2019 (unaudited) Net (loss) income $ 548,123 $ (1,370,591 ) $ (822,468 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liability — (460,000 ) (460,000 ) Compensation expense — (280,000 ) (280,000 ) Transaction costs — (630,591 ) (630,591 ) Statement of cash flows year ended December 31, 2019 (audited) Net income $ 1,618,159 $ 3,734,409 $ 5,352,568 Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liability — 4,645,000 4,645,000 Compensation expense — (280,000 ) (280,000 ) Transaction costs — (630,591 ) (630,591 ) Statement of cash flows three months ended March 31, 2020 (unaudited) Net income $ 1,627,107 $ 195,000 $ 1,822,107 Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liability — 195,000 195,000 Statement of cash flows six months ended June 30, 2020 (unaudited) Net (loss) income $ 1,465,298 $ (2,790,000 ) $ (1,324,702 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liability — (2,790,000 ) (2,790,000 ) Statement of cash flows nine months ended September 30, 2020 (unaudited) Net (loss) income $ 1,351,338 $ (4,095,000 ) $ (2,743,662 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liability — (4,095,000 ) (4,095,000 ) Statement of cash flows year ended December 31, 2020 (audited) Net loss $ (1,601,521 ) $ (50,420,000 ) $ (52,021,521 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liability — (50,420,000 ) (50,420,000 ) |